General terms and conditions of KeyQuest B.V.

  1. DEFINITIONS

    1. General terms and conditions: these general terms and conditions of KeyQuest applicable to all Agreements of KeyQuest.
    2. Sessions: the organization and/or offering by KeyQuest of physical and/or digital training sessions, workshops, coaching, team coaching, and consulting to (employees of) the Client, as well as conducting questionnaires and preparing digital reports (of employees of the Client) for the Client.
    3. Participant(s): employees of the Client participating in the Sessions.
    4. Services: All tasks performed or arranged by KeyQuest, as well as activities organized in relation to the Sessions and/or Products provided or facilitated by KeyQuest.
    5. KeyQuest: The private limited liability company KeyQuest B.V., registered and having its office at Stadhoudershof 44 (3481 HW) in Harmelen (KvK-number: 59187456).
    6. Client: Any party entering into an Agreement with KeyQuest for the procurement of Services.
    7. Agreement(s): All agreements between KeyQuest and the Client, including all offers, quotes, and/or project proposals that KeyQuest provides to the Client in the context of the Services, as well as the legal acts related thereto.
    8. Personal Data: Data that can be linked to an individual person.
    9. Products: analyses, applications, brochures, dashboards, databases, documentation, materials, methods, models, reports, techniques, tools, questionnaires, drawings, texts, videos, research results, print-outs, technologies, training modules, inventions, software, all in both digital and physical form.
    10. Professional: A person employed by or contracted by KeyQuest, qualified to deliver the Services.

  2. OFFER AND AGREEMENT

    1. An offer or quotation from KeyQuest is non-binding and may be revoked, withdrawn, or modified by KeyQuest at any time. Any apparent errors in an offer do not bind KeyQuest.
    2. The Agreement between KeyQuest and the Client comes into effect upon receipt by KeyQuest of the signed order confirmation from the Client, by oral or written confirmation from KeyQuest to the Client of the Client’s orally or written provided order, or through the execution of the Agreement by KeyQuest at the request of the Client.
    3. Changes and/or additions to the Agreement are valid only after those changes and/or additions have been agreed upon in writing by KeyQuest and the Client.
    4. KeyQuest is entitled, at its discretion, to suspend the execution of the Agreement in whole or in part, or to terminate or dissolve it by a written statement, without judicial intervention and with immediate effect - without KeyQuest being obliged to pay any compensation - while retaining all its rights to reimbursement of costs, damages, and interest in case of:
      1. a shortcoming by the Client in fulfilling one or more of its obligations under the Agreement;
      2. (a request for) suspension of payments or bankruptcy of the Client;
      3. sale or termination of the Client's business;
      4. seizure of the financial resources of the Client;
      5. or in any way the Client loses control over its assets.
    5. In case of termination of the Agreement by the Client, in addition to the costs for the Services already provided:
      1. all agreed Services scheduled to be provided within 3 days after the termination date will be fully charged to the Client;
      2. all agreed Services scheduled to be provided between 3 calendar days and 3 weeks after the termination date will be charged to the Client at 50%; or
      3. all agreed Services scheduled to be provided between 3 and 6 weeks after the termination date will be charged to the Client at 25%.
    6. In case of cancellation or rescheduling of Sessions by or at the request of the Client, the following percentages of the fee for the respective Session will be charged:
      1. 100% if the cancellation or rescheduling is reported to KeyQuest 3 calendar days or less before the originally agreed date; or
      2. 50% if the cancellation or rescheduling is reported to KeyQuest between 3 calendar days and 3 weeks before the originally agreed date; or
      3. 25% if the cancellation or rescheduling is reported to KeyQuest between 3 and 6 weeks before the originally agreed date.
    7. KeyQuest is not in default by exceeding a deadline, and the Client cannot derive the right to terminate the Agreement in whole or in part from exceeding a deadline. Deadlines do not apply if they cannot be observed due to circumstances beyond KeyQuest's control that arise after the Agreement has come into effect.

  3. PRICE AND PAYMENT

    1. All prices quoted by KeyQuest are in Euros, exclusive of VAT and exclusive of travel and accommodation costs.
    2. All travel and accommodation costs incurred by KeyQuest in the context of the Services are at the expense of the Client. Travel costs incurred by (Professionals of) KeyQuest will be charged at a rate of € 0.35 per kilometer.
    3. KeyQuest invoices 50% of the agreed price for the Services to the Client prior to the delivery of those Services. The commencement of the Services will only take place after payment of the aforementioned advance. Damages resulting from the failure to commence, or the later than agreed commencement of the Services due to the late payment of the advance, are at the risk of the Client.
    4. After delivery of the Services, the remaining 50% of the price agreed for the Services will be invoiced by KeyQuest to the Client.
    5. If KeyQuest performs work at the request or with prior consent of the Client that falls outside the content and/or scope of the Agreement, the Client owes KeyQuest an additional fee to be determined based on KeyQuest's rate.
    6. Payment must be made within 21 days of the invoice date. KeyQuest has the right to demand full or partial advance payment at any time and/or to require security for payment. The Client is obliged to provide this security at KeyQuest's first request.
    7. KeyQuest expressly reserves the right to suspend its obligations under the Agreement or to set off claims against the Client if the Client fails to meet its payment obligations in a timely manner.
    8. If the Client fails to pay any amounts due under the Agreement on time, it is in default without a formal notice of default. From the day the Client is in default, the Client owes KeyQuest a late payment interest equal to the statutory interest under Article 6:119a BW.
    9. In the case of extrajudicial collection, the Client owes, in addition to the principal amount and the late payment interest, 15% of this principal amount including interest as collection costs incurred by KeyQuest.
    10. The Client does not have the right to suspend payment obligations to KeyQuest and/or to set them off against obligations of KeyQuest to the Client.

  4. OBLIGATIONS AND RIGHTS OF KEYQUEST

    1. Agreements made with KeyQuest lead to an obligation of effort, not to an obligation of result. As far as KeyQuest is dependent on information and/or cooperation from the Client for the proper or timely execution of its obligations under the Agreement, it is released from that obligation in case of failure to provide and/or grant those.
    2. KeyQuest explicitly reserves the right to make changes to the Services if, in KeyQuest's opinion, providing the Services unchanged would lead to undesirable side effects.
    3. KeyQuest explicitly reserves the right to refuse (partial) participation of Participants if, in KeyQuest's opinion, participation could lead to undesirable side effects.
    4. KeyQuest reserves the right to move Sessions without stating reasons, and KeyQuest is not liable for any damages.

  5. FORCE MAJEURE

    1. KeyQuest is not liable if a shortcoming is the result of force majeure, even if the circumstance preventing (further) compliance occurs after KeyQuest had to fulfill its obligation.
    2. Force majeure in these General Terms and Conditions is understood to mean (in addition to what is included in the law and jurisprudence): transport and/or communication disturbances and stagnation with third parties on whom KeyQuest is dependent, which explicitly includes providers of cloud services and other components of the IT infrastructure used by KeyQuest.
    3. In case of force majeure, KeyQuest's obligations are suspended. If the period in which compliance is not possible lasts longer than two months, KeyQuest may terminate the Agreement without any obligation to compensate for damages arising from it.
    4. If KeyQuest has partially fulfilled the Agreement at the time of the occurrence of force majeure, or can only fulfill it partially, it is entitled to invoice the already delivered Services or the deliverable part - provided it has not already been invoiced in accordance with Article 3.3 - and the Client is obliged to pay this invoice.

  6. INTELLECTUAL PROPERTY RIGHTS

    1. All rights of intellectual property regarding Products created, provided, and/or made accessible in the context of the Agreement are solely held by KeyQuest. Without prior written consent from KeyQuest, it is not permitted for the Client and/or Participants to publish or reproduce Products.
    2. KeyQuest grants the Client a right of use concerning the Products. The Client does not acquire any intellectual property rights through the Agreement.
    3. The Client will not remove or alter indications regarding intellectual property rights, including - but not limited to - name mentions of KeyQuest from the Products.
    4. KeyQuest has the right to take technical measures for the protection and/or security of Products. The Client will not remove or circumvent technical measures for the protection and/or security of Products.
    5. KeyQuest is not liable for violations of patents, licenses, or other rights of third parties due to the use of data provided by the Client.

  7. LIABILITY AND COMPENSATION

    1. KeyQuest is not liable for damage to the Client unless the aforementioned damage is caused by intent or gross negligence on the part of KeyQuest.
    2. Subject to Article 7.1, KeyQuest's liability never extends beyond the amount of the invoices paid by the Client under the Agreement or - if the damage is covered - at most the amount of coverage of KeyQuest's liability insurance.
    3. KeyQuest is in no case liable for indirect or immaterial damages, such as consequential damages or loss of income/margins and profits, loss of customers, and damage to reputation and/or goodwill.
    4. To the extent that a component of the Sessions of KeyQuest consists of physical - such as, but not limited to, sports - activities, Participants are responsible for assessing whether they can participate in such activities. The Client indemnifies KeyQuest from claims by third parties, such as employees and other helpers of the Client, arising from and/or related to the Services provided by KeyQuest.
    5. If (Professionals of) KeyQuest perform tasks in a (training) space arranged by the Client and/or with materials provided by the Client, the Client indemnifies KeyQuest from any liability.
    6. Professionals involved in the execution of the Agreement may invoke all defenses derived from the Agreement against the Client as if they were themselves a party to the Agreement.
    7. The Client is jointly liable along with the respective Participants for any damages suffered by KeyQuest caused by these Participants.
    8. KeyQuest and the Client can communicate with each other via electronic means and acknowledge that using these involves risks such as - but not limited to - distortion, delays, interception, manipulation, and viruses. KeyQuest is not liable for any damages that may arise from the use of electronic means. KeyQuest will take all reasonable precautions expected of it to prevent such risks.

  8. CONFIDENTIALITY AND PRIVACY

    1. KeyQuest and the Client are obliged to maintain the confidentiality of confidential information obtained from each other in the context of the Agreement and will not use that information for purposes other than executing the Agreement.
    2. KeyQuest processes personal data in accordance with its Privacy statement and Cookie statement.

  9. GENERAL

    1. Conditions set by the Client that deviate from these General Terms and Conditions are expressly rejected, unless KeyQuest agrees to these conditions of the Client.
    2. KeyQuest may amend these General Terms and Conditions from time to time without prior notification. The amended General Terms and Conditions apply to all subsequent legal relationships with KeyQuest.
    3. Termination or dissolution of the Agreement must always be in writing.
    4. If one or more provisions of these General Terms and Conditions prove to be invalid or are annulled by a court, the remaining provisions will remain in full force.
    5. The Dutch version of these General Terms and Conditions always takes precedence over any other language version.

  10. APPLICABLE LAW AND COMPETENT COURT

    1. Dutch law is applicable to these General Terms and Conditions and all Agreements.
    2. The competent court of the Midden-Nederland District Court, location Utrecht, is exclusively authorized to take cognizance of any disputes arising directly or indirectly from these General Terms and Conditions and/or any Agreement.